---
title: NDA Markdown
icon: file-contract
category: NDA
---

import React from "react";
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import fs from "fs";
import path from "path";

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            {`# Mutual Nondisclosure Agreement

<br />

This Mutual Nondisclosure Agreement (the “Agreement”) is entered into as of January 28, 2016 by and between OpenConcept Consulting Inc. ("OpenConcept"), and [FULL ADDRESS] [NAME 2] ("[BUSINESS 2]").

<br />
OpenConcept is a incorporated business registered under the laws of Ontario, Canada,
with an address of 571 Somerset St. West, operating in and therefore subject to the
laws of Ontario, Canada, and represented by Mike Gifford.
<br />
[BUSINESS 2] is a CORPORATION registered under the laws of [SOMEWHERE], USA, with
an address of [ADDRESS 2], operating in and therefore subject to the laws of [SOMEWHERE],
USA, and represented by [JOHN DOE]. <br />
To explore the possibility of a business relationship between OpenConcept and
[BUSINESS 2], each party (“Discloser”) may disclose sensitive information to the
other (“Recipient”).
<br />
IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS
AGREEMENT, THE PARTIES AGREE AS FOLLOWS.
<br />

# Article 1. Confidential Information

**Section 1. Definition of Confidential Information.** [ The term “Confidential Information” shall mean information of OpenConcept and/or [BUSINESS 2], to the extent not considered a Trade Secret under applicable law, that (i) relates to the business of OpenConcept and/or [BUSINESS 2], (ii) possesses an element of value to OpenConcept and/or [BUSINESS 2], (iii) is not generally known to OpenConcept’s and/or [BUSINESS 2]’s competitors, and (iv) would damage OpenConcept and/or [BUSINESS 2] if disclosed.] [ The term “Confidential Information” means any financial, business, legal and technical information disclosed to Recipient by or for Discloser or any of its affiliates, suppliers, customers and employees. Information includes research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, and including any copies, abstracts, summaries, analyses and other derivatives thereof.] Disclosure includes any act of transmitting the information whether previously, presently, or subsequently disclosed to recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation, Confidential Information also includes information that by its nature would be understood by a reasonable person to be confidential.

<br />
[ll. Trade Secrets*. The term "Trade Secrets" shall mean information of OpenConcept
and/or [BUSINESS 2], and their licensors, suppliers, clients and customers which
is not commonly known or available to the public and which information (i) derives
actual or potential economic value from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and (ii) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy. Trade Secrets include, but are not
limited to, technical or non-technical data, formulas, patterns, compilations, programs,
devices, methods, techniques, drawings, processes, financial data, financial plans,
product plans, or a list of actual or potential customers or suppliers. Notwithstanding
anything to the contrary contained in this definition, the Trade Secrets of either
party shall not include any information provided by the Discloer to the Recevier
as part of the disclosed Confidential Information.]
<br />
**Section 2. Exceptions to Confidential Information.** Confidential Information shall
not include any information that:
<br />
&nbsp;&nbsp;&nbsp;(a) was rightfully known to Recipient without restriction before
receipt from Discloser;
<br />
&nbsp;&nbsp;&nbsp;(b) is rightfully disclosed to Recipient without restriction by
a third party;
<br />
&nbsp;&nbsp;&nbsp;(c) is or becomes generally known to the public, otherwise known
as within the pulic domain, without violation of this Agreement by Recipient; or
<br />
&nbsp;&nbsp;&nbsp;(d) is independently developed by Recipient or its employees without
access to or reliance on such information.
<br />

**Section 3. Authority to Disclose Confidential Information.** Discloser represents and warrants to Recipient that it, and any human persons disclosing Confidential Information, are authorized to disclose any Confidential Information made available to Recipient under this Agreement. Discloser further represents and warrants to Recipient that it is not bound by the terms of any other Non-Disclosure Agreement or any other legally binding Agreement which restricts the disclosure of the Confidential Information that is or will be necessary to disclose to Recipient.

<br />

# Article 2. Use of Confidential Information

**Section 1. Restrictions and Duties.** Recipient agrees to:

<br />
&nbsp;&nbsp;&nbsp;(a) use the Confidential Information only for its consideration
internally of a business relationship or transaction between the parties, and its
performance in any resulting arrangement, but not for any other purpose;
<br />
&nbsp;&nbsp;&nbsp;(b) protect the confidentiality of such Confidential Information
with the same degree of care with which it protects the confidentiality of its own
confidential information, and in no event with less than a reasonable degree of care
to prevent any unauthorized access, use, or disclosure of the Confidential Information;
<br />
&nbsp;&nbsp;&nbsp;(c) not disclose the Confidential Information to any third party
other than Recipient’s employees and agents who have a need to know, and who have
been authorized by Recipient to receive, for the permitted purpose and who have been
made aware of the confidential nature of the Confidential Information and all of
the restrictions in this Agreement;
<br />
&nbsp;&nbsp;&nbsp;(d) not copy, using any means of creating a duplicate version,
the Confidential Information;
<br />
&nbsp;&nbsp;&nbsp;(e) not decompile, disassemble or otherwise reverse engineer any
Confidential Information, or use any similar means to discover its underlying composition,
structure, source code or trade secrets; and
<br />
&nbsp;&nbsp;&nbsp;(f) not to export or re-export any Confidential Information or
product thereof in violation of export control laws or regulations.
<br />
**Section 2. Terms of Transaction are Expressly Confidential Information.** Both
parties agree that the terms and conditions of any transaction or possible transaction
between the parties, the fact that disclosures, evaluations or discussions are taking
place, and the status and results thereof will also be held in confidence by both
parties and not disclosed to any third party.
<br />
**Section 3. Responsibility for Disclosure.** Each party shall be responsible for
any breach of its confidentiality obligations by its respective employees and agents.
Both parties agree that upon the event of an unauthorized disclosure, Recipient will
indemnify the Discloser against any and all losses, damages, claims, expenses, and
attorneys' fees incurred or suffered by the Discloser as a result of a material breach
of this Agreement by the Recipient or its employees or agents.
<br /># Article 3. Compelled Disclosures.

**Section 1. Compliance with Legal Requirements.** This Agreement will not prevent either party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information.

<br />
**Section 2. Notification of Compelled Disclosure.** Recipient will promptly notify
Discloser upon learning of any such legal requirement, and cooperate with Discloser
in the exercise of its right to protect the confidentiality of the Confidential Information
before any tribunal or governmental agency.
<br />

# Article 4. No Warranties or Licenses

**Section 1. Express Disclaimer of Any Warranties of Fitness.** ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Both parties agree that Discloser will not be liable to Recipient for damages arising from any use of the Confidential Information, from errors, omissions or otherwise.

<br />
**Section 2. Owner of Confidential Information.** All of Discloser’s rights in and
to its Confidential Information remain the exclusive property of Discloser.
<br />
**Section 3. No License.** Neither this Agreement, nor any disclosure of Confidential
Information hereunder, will:
<br />
&nbsp;&nbsp;&nbsp;(a) grant to Recipient any right or license under any copyright,
patent, mask work, trade secret or other intellectual property right, except solely
for the use expressly permitted herein;
<br />
&nbsp;&nbsp;&nbsp;(b) obligate either party to disclose or receive any information,
perform any work or enter into any agreement;
<br />
&nbsp;&nbsp;&nbsp;(c) limit either party from developing, manufacturing or marketing
products or services that may be competitive with those of the other except insofar
as this Agreement limits the use and disclosure of Confidential Information;
<br />
&nbsp;&nbsp;&nbsp;(d) limit either party from assigning or reassigning its employees
in any way; or
<br />
&nbsp;&nbsp;&nbsp;(e) limit either party from entering into any business relationship
with third parties which are not the subject of or substantially related to the transaction
or possible transaction between the parties.
<br /># Article 5. Termination and Remedies

**Section 1. Termination.** This Agreement will terminate as to the further exchange of Confidential Information immediately upon the earlier of receipt by one party of written notice from the other or one year after the date of this Agreement.

<br />
**Section 2. Survival.** The obligations within this Agreement, as they apply to
any Confidential Information disclosed prior to the termination of this Agreement,
will survive termination for a period of 5 years; *provided*, Recipient’s obligations
hereunder shall survive and continue in effect thereafter with respect to any Confidential
Information that is a trade secret under applicable law.
<br />
**Section 3. Return of Confidential Information.** Upon termination of this Agreement
for any reason, or upon Discloser’s request at any time, Recipient shall promptly
return to Discloser all originals and any authorized copies of any Confidential Information
and destroy all information, records and materials developed therefrom.
<br />
**Section 4. Remedies.** Due to the unique nature of the Confidential Information,
the parties agree that any breach or threatened breach of this Agreement will cause
not only financial harm to Discloser, but also irreparable harm for which money damages
will not be an adequate remedy. Therefore, Discloser shall be entitled, in addition
to any other legal or equitable remedies, to an injunction or similar equitable relief
against any such breach or threatened breach without the necessity of posting any
bond.
<br />
​l. Final Provisions.
<br />
**Section 5. Entire Agreement.** This Agreement constitutes the entire agreement,
and supersedes all prior negotiations, understandings or agreements (oral or written),
between the parties concerning the subject matter hereof.
<br />
**Section 6. Counterparts.** This Agreement may be executed in one or more counterparts,
each of which is an original, but taken together constituting one and the same instrument.
Execution of a facsimile or electronic copy shall have the same force and effect
as execution of an original, and a facsimile or electronic signature shall be deemed
an original and valid signature.
<br />
**Section 7. Waivers.** No change, consent or waiver to this Agreement will be effective
unless in writing and signed by the party against which enforcement is sought. The
failure of either party to enforce its rights under this Agreement at any time for
any period shall not be construed as a waiver of such rights.
<br />
**Section 8. Notice.** Any notice hereunder will be effective upon receipt and shall
be given in writing, in English and delivered to the other party at its address given
herein or at such other address designated by written notice.
<br />
**Section 9. Rights.** Unless expressly provided otherwise, each right and remedy
in this Agreement is in addition to any other right or remedy, at law or in equity,
and the exercise of one right or remedy will not be deemed a waiver of any other
right or remedy.
<br />
**Section 10. Severability.** In the event that any provision of this Agreement shall
be determined to be illegal or unenforceable, that provision will be limited or eliminated
to the minimum extent necessary so that the Agreement shall otherwise remain in full
force and effect and enforceable.
<br />
**Section 11. Governing Law.** This Agreement shall be governed by and construed
in accordance with the laws of the Ontario, Canada without regard to the conflicts
of laws provisions thereof. Exclusive jurisdiction and venue for any action arising
under this Agreement is in the federal and provincial courts having jurisdiction
over OpenConcept's principal office, and both parties hereby consent to such jurisdiction
and venue for this purpose.
<br />
**Section 12. Attorney's Fees and Costs.** In any action or proceeding to enforce
or interpret this Agreement, the prevailing party will be entitled to recover from
the other party its costs and expenses (including reasonable attorneys' fees) incurred
in connection with such action or proceeding and enforcing any judgment or order
obtained.
<br />
IN WITNESS HEREOF, the parties have executed this Agreement as a sealed instrument
as of the date set forth above.
<br />
<br />
<div className="flex">
  <div className="w-1/2">
    <p>
      <b>OpenConcept Consulting</b>
    </p>
    <br />
    <p>Signature:</p>
    <br />
    <p>Date:</p>
  </div>
  <div className="w-1/2 ml-10">
    <p>
      <b>[BUSINESS 2]</b>
    </p>
    <br />
    <p>Signature:</p>
    <br />
    <p>Date:</p>
  </div>
</div>
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